TIDMBBA
RNS Number : 5809D
BBA Aviation PLC
27 October 2015
27 October 2015
BBA Aviation plc - Results of Rump Placing
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO AUSTRALIA, CANADA, NEW ZEALAND, OMAN, SOUTH AFRICA,
SWITZERLAND, THE UNITED ARAB EMIRATES, THE UNITED STATES OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
Following the announcement earlier today regarding valid
acceptances under the fully underwritten Rights Issue announced by
BBA Aviation plc (the "Company") on 23 September 2015, the Company
confirms that J.P. Morgan Securities plc , which conducts its UK
investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove"), and Jefferies International Limited, in their capacity
as Joint Global Co-ordinators, have procured subscribers for all of
the 12,911,524 New Ordinary Shares for which valid acceptances were
not received, representing approximately 2.3 per cent. of the New
Ordinary Shares, at a price of 196 pence per New Ordinary
Share.
The net proceeds from the placing of such New Ordinary Shares
(after the deduction of the Issue Price of 133 pence per New
Ordinary Share and the expenses of procuring subscribers including
any applicable brokerage and commissions and amounts in respect of
VAT which are not recoverable, if any) will be paid (without
interest) to those persons whose rights have lapsed in accordance
with the terms of the Rights Issue, pro rata to their lapsed
provisional allotments, save that individual amounts of less than
GBP5 will not be paid to such persons but will be paid to the
Company.
Following the allotment of the New Ordinary Shares to reflect
shares for which J.P. Morgan Cazenove and Jefferies International
Limited have procured subscribers, the Company's issued share
capital consists of 1,044,454,795 ordinary shares of 29 (16/21)
pence each. The Company holds 13,604,808 ordinary shares in
treasury. Therefore, as at 27 October 2015, the total number of
voting rights in the Company is 1,030,849,987. This figure may be
used by shareholders as the denominator for the calculations by
which they determine if they are required to notify their interest
in, or a change in their interest in, the Company under the
Disclosure and Transparency Rules of the Financial Conduct
Authority.
For further information please contact:
BBA Aviation plc
+44 (0) 20 7514 3999
Mike Powell, Group Finance Director
Jemma Spalton, Head of Communications & Investor
Relations
J.P. Morgan Cazenove
(Sole Financial Adviser, Sole Sponsor and Joint Bookrunner)
+44 (0) 20 7742 4000
Robert Constant
Mark Breuer
Nicholas Hall
Richard Perelman
Laurene Danon
Jefferies International Limited
(Joint Bookrunner)
+44 (0) 20 7029 8000
Paul Nicholls
David Watkins
Tulchan Communications
(PR advisor to the Company)
+44 (0) 20 7353 4200
David Allchurch
Martha Walsh
END
IMPORTANT NOTICE
The defined terms set out in the Definitions section of the
combined prospectus and circular dated 23 September 2015 (the
"Prospectus") apply in this announcement. This announcement has
been issued by and is the sole responsibility of BBA Aviation
plc.
This announcement is not a prospectus but an advertisement and
investors should not acquire any Nil Paid Rights, Fully Paid Rights
or New Ordinary Shares referred to in this announcement except on
the basis of the information contained in the Prospectus. The
information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this announcement or its accuracy or completeness. This
announcement cannot be relied upon for any investment contract or
decision. The information in this announcement is subject to
change.
A copy of the Prospectus is available from the registered office
of BBA and on BBA's website at www.bbaaviationplc.com provided that
the Prospectus is not, subject to certain exceptions, available
(whether through the website or otherwise) to Shareholders in the
Restricted Territories. Neither the content of BBA's website nor
any website accessible by hyperlinks on BBA's website is
incorporated in, or forms part of, this announcement. The
Prospectus gives further details of the New Ordinary Shares, the
Nil Paid Rights and the Fully Paid Rights offered pursuant to the
Rights Issue.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or
New Ordinary Shares or to take up any entitlements to Nil Paid
Rights in any jurisdiction in which such an offer or solicitation
is unlawful. The information contained in this announcement is not
for release, publication or distribution to persons in Australia,
Canada, New Zealand, Oman, South Africa, Switzerland, the United
Arab Emirates or the United States and should not be distributed,
forwarded to or transmitted in or into any jurisdiction where to do
so might constitute a violation of local securities laws or
regulations.
This announcement does not constitute an offer of Nil Paid
Rights, Fully Paid Rights or New Ordinary Shares to any person with
a registered address, or who is located, in the United States or
the Restricted Territories or in any other jurisdiction in which
such an offer or solicitation is unlawful. The Nil Paid Rights, the
Fully Paid Rights, the New Ordinary Shares and the Provisional
Allotment Letters have not been, nor will be, registered or
qualified for distribution to the public under the securities laws
of any Restricted Territory and may not be offered, sold, taken up,
exercised, resold, renounced, delivered, distributed or otherwise
transferred, directly or indirectly, in, into or from such
jurisdictions except pursuant to an applicable exemption from, and
in compliance with, any applicable securities laws and any specific
procedures that are adopted by BBA with respect to a particular
Restricted Territory. There will be no public offer of the Nil Paid
Rights, the Fully Paid Rights or the New Ordinary Shares in any of
the Restricted Territories.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law and therefore
persons into whose possession this announcement and any
accompanying documents come should inform themselves about, and
observe, any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. In particular, subject to certain
exemptions, such documents should not be distributed in, forwarded
to or transmitted in or into the United States or any other
Restricted Territories.
None of the Nil Paid Rights, the Fully Paid Rights, the New
Ordinary Shares nor the Provisional Allotment Letters have been,
nor will be, registered under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act"), or under any securities laws
of any state, district or other jurisdiction of the United States.
Accordingly, such securities may not be offered, sold, taken up,
exercised, resold, renounced, delivered, distributed or otherwise
transferred, directly or indirectly, in, into or from the United
States except pursuant to an applicable exemption from or in a
transaction not subject to the registration requirements of the
U.S. Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United
States. There will be no public offer of the securities in the
United States.
Each of J.P. Morgan Cazenove, Barclays Bank PLC and HSBC Bank
plc, which are authorised by the Prudential Regulation Authority
(the "PRA") in the United Kingdom and regulated by the PRA and the
FCA, and Jefferies International Limited, which is authorised and
regulated by the FCA in the United Kingdom, are acting for BBA and
no one else in connection with the Acquisition and the Rights Issue
and will not regard any other person (whether or not a recipient of
this announcement) as a client of the Underwriters in relation to
the Acquisition or Admission and will not be responsible for
providing the protections afforded to the Underwriters' clients nor
for giving advice in relation to the Acquisition, the Rights Issue
or any acquisition or arrangement referred to, or information
contained in, this announcement. Neither the Underwriters nor any
of their respective subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of the Underwriters in
connection with this announcement, any statements contained herein
or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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October 27, 2015 08:08 ET (12:08 GMT)
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